When it comes to keeping your Minnesota limited liability company (LLC) running smoothly, compliance is key. If you make changes to the information found in your LLC’s Articles of Organization, these changes must be updated with the state. Below we explain how to amend your Minnesota LLC’s founding document by filing an Amendment to Articles of Organization, when you need to do so, and how we can help.
What are Minnesota Articles of Organization?
Your LLC can’t become an official business until you file Articles of Organization with the state. In your Articles of Organization, you have to include:
- The name of the LLC
- The initial registered office’s street address
- The name of the registered agent
- The name and address of each LLC organizer
LLC organizers sign the Articles of Organization and file them with the Secretary of State.
Looking to form a Minnesota business? Check out our Minnesota LLC formation service to see how we can help you start your LLC if you’re still at the business formation stage.
Step 1: Determine if you need to change your Minnesota Articles of Organization
You need your Articles of Organization to legally run your LLC. You need to alert the state about changes to your Articles of Organization to stay compliant with the law and ensure the state and public have correct business contact information.
Failing to update the information in your Articles of Organization can cause your LLC extensive damage. If you don’t alert the state about certain changes, you might not be able to receive a Minnesota Certificate of Good Standing. The state and the public use Certificates of Good Standing to determine whether to give you their business, invest their money, or allow you to make additional business changes. Without a Certificate of Good Standing, you could be barred from receiving financing or benefits needed for business growth.
If you neglect to notify the state about changes to your registered office or registered agent, you run the risk of not receiving important legal documents and notices from the state. Missing one of these documents or notices could mean you miss an important business deadline. If you’re still seeking a registered agent for your LLC, you can rely on our Minnesota registered agent service to locate a registered agent who fulfills your needs.
It’s important to think of your Articles of Organization as a living document. In many cases, your Articles of Organization need to change as your LLC changes.
Step 2: Identify what to change in your Minnesota Articles of Organization
The law requires you to file a Minnesota LLC Amendment whenever you know that information in your Articles of Organization is inaccurate or is about to become inaccurate. You file Minnesota Articles of Amendment (also called Amendments to Articles of Organization) with the Secretary of State.
When filing an Amendment to Articles of Organization, you need to include the following:
- The LLC’s name
- A statement regarding how the amendment changes the most recent version of the Articles of Organization
- A statement that the LLC properly adopted the amendment
- The signature of an authorized party
- A name and phone number of someone the Secretary of State can contact about your filing
- An email address where your LLC can receive official notices
Step 3: Complete and file your Minnesota Articles of Amendment
In many cases, you need the consent of all members to make a Minnesota LLC amendment. The more specific you can make your amendment, the better. You can find the Amendment to Articles of Organization form and its fees online. You file your Amendment to Articles of Organization through the Secretary of State’s online portal, by mail, or in person.
If you need to change your registered agent or registered office, you will need to file a Notice of Change of Registered Office/Registered Agent form. Your filing has to include:
- The LLC name
- The new address of the registered office (if applicable)
- The name of the new registered agent (if applicable)
- A statement that the locations of the new registered agent and the registered office are identical
- A statement that a majority of members voted to change the registered office/agent information
- Signature of an authorized party
- A phone number and name of someone to contact about the form
You can find the Notice of Change of Registered Office/Registered Agent form and its fees on the Secretary of State’s website. You can file the form online, by mail, or in person.
Along with other aspects of running your business, updates can mean a lot of maintenance. But you don’t have to keep up with this maintenance alone. Our Worry-Free Compliance Service helps keep track of your LLC’s compliance needs and handles up to two amendments for you per year.
Minnesota Amendment to Articles of Organization vs. Restatement to Articles of Organization
If you want to streamline your process, you also have the option of filing a Restatement to Articles of Organization. A restatement incorporates your original Articles of Organization and all subsequent amendments into a single document. In your Restatement to Articles of Organization, you will include:
- A heading or introduction
- The LLC’s name
- The changes to make to the most recent version of the Articles of Organization
You can contact the Secretary of State regarding fees and filing options.
Minnesota Amendment to Articles of Organization vs. Articles of Correction
Sometimes your business just needs to clean up a mistake. The best of us make mistakes, and Minnesota allows you to correct mistakes in your LLC filings with Articles of Correction. You file Articles of Correction when:
- Your LLC filings contain inaccurate information
- Your LLC filings weren’t properly signed, sealed, acknowledged, or verified
If you filed your LLC documents under the wrong business’s account, you can refile your documents under the correct business within 60 days.
Articles of Correction must include:
- The name of the person who filed the document that needs correction
- A description and filing date for the document that needs correction
- A description of the defect or error
- The corrected version of the defective or incorrect provision
The person who signed the original document or an agent of the original signer has to sign the Articles of Correction. You can file the Articles of Correction by mail or in person, and you can find the filing fee on the Secretary of State’s website.
We can help keep your Minnesota LLC compliant
You know that part of running an efficient business is using your time wisely. Our Worry-Free Compliance service and amendment filing service can give you back time by making the LLC amendment process effortless. Our Worry-Free Compliance service not only helps you keep track of your needs, but also helps you with an effective game plan to get back in good standing if you fail to properly notify the state about changes. Our amendment filing service helps you prepare and submit amendments. Let us help out with your compliance obligations so you can focus on running your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in Minnesota?
No, you just need proper member approval of the amendment and the signature of an authorized party.
- What business changes can be reported in a Minnesota LLC Amendment to Articles of Organization form?
Generally, you can report any change to the information in your Articles of Organization. If your registered agent or registered office changes, you file a Notice of Change of Registered Office/Agent.
- Are Minnesota LLC Articles of Amendment the same as an annual renewal?
No. Generally, some of the information you have to provide on your annual renewal is different from the information required in Articles of Organization or an Amendment to Articles of Organization. You also file your annual renewal at the same time each year while you file Amendments to Articles of Organization promptly after changes occur.
- How long does it take to file LLC Amendments to Articles of Organization in Minnesota?
Filing Amendments to Articles of Organization can take minutes. The time to process the amended information depends on the Secretary of State’s workload, but you can pay an extra fee to expedite the process.
- What will I receive from the state of Minnesota when an LLC Amendment to Articles of Organization is filed?
After you file your amendment, the Secretary of State may reach out to you using the contact information you provide on your amendment form.